EXHIBIT 5.1
LATHAM & WATKINS
505 Montgomery Street, Suite 1900
San Francisco, California 94111
(415) 391-0600
January 9, 2002
Fleming Companies, Inc.
1945 Lakepointe Drive
Lewisville, Texas 75057
Re: $400,000,000 Aggregate Principal Amount
of 10-5/8% Series D Senior Subordinated Notes due 2007
Ladies and Gentlemen:
In connection with the registration of $400,000,000 aggregate
principal amount of 10-5/8% Series D Senior Subordinated Notes due 2007 (the
"Securities") by Fleming Companies, Inc., an Oklahoma corporation (the
"Company"), and the guarantees of the Securities (the "Guarantees") by the
Company's wholly-owned domestic subsidiaries listed on Schedule A hereto (the
"Guarantors"), under the Securities Act of 1933, as amended, on Form S-4 filed
with the Securities and Exchange Commission on January 9, 2002 (the
"Registration Statement"), you have requested our opinion with respect to the
matters set forth below. The Securities and the Guarantees will be issued
pursuant to an indenture dated as of October 15, 2001 (the "Indenture") by and
among the Company, the Guarantors and Manufacturers and Traders Trust Company,
as trustee (the "Trustee"). The Securities and the Guarantees will be issued in
exchange for the Company's outstanding 10-5/8% Series B Senior Subordinated
Notes due 2007 and 10-5/8% Series C Senior Subordinated Notes due 2007 on the
terms set forth in the prospectus contained in the Registration Statement and
the Letter of Transmittal filed as an exhibit thereto. The Indenture, the
Securities and the Guarantees are sometimes referred to herein collectively as
the "Operative Documents." Capitalized terms used herein without definition have
the meanings assigned to them in the Indenture.
In our capacity as your special counsel in connection with
such registration, we are familiar with the proceedings taken and proposed to be
taken by the Company and the Guarantors in connection with the authorization and
issuance of the Securities and the Guarantees, respectively. In addition, we
have made such legal and factual examinations and inquiries, including an
examination of originals or copies certified or otherwise identified to our
satisfaction of such documents, corporate records and instruments, as we have
deemed necessary or appropriate for purposes of this opinion.
In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, and
the conformity to authentic original documents of all documents submitted to us
as copies.
LATHAM & WATKINS
Fleming Companies, Inc.
January 9, 2002
Page 2
We are opining herein as to the effect on the subject
transaction only of the internal laws of the State of New York, and, solely with
respect to paragraph 2, the internal laws of the State of California, and we
express no opinion with respect to the applicability thereto, or the effect
thereon, of the laws of any other jurisdiction or as to any matters of municipal
law or the laws of any local agencies within any state. McAfee & Taft has
separately provided to you an opinion with respect to the due incorporation or
formation, valid existence and good standing of each of the Company and the
Guarantors (other than Richmar Foods, Inc.) and the authorization of the
Operative Documents, and the execution and delivery of the Indenture. With your
permission and the permission of McAfee & Taft, we have assumed that such
opinion is correct.
Subject to the foregoing and the other matters set forth
herein, it is our opinion that as of the date hereof:
1. The Securities, when executed, authenticated and delivered
by or on behalf of the Company against payment therefor in accordance with the
terms of the Indenture, will be the legally valid and binding obligations of the
Company, enforceable against the Company in accordance with their terms.
2. The Guarantee to be executed and delivered by Richmar
Foods, Inc., a California corporation ("Richmar") has been duly authorized by
all necessary corporate action of Richmar.
3. Each of the Guarantees, when executed in accordance with
the terms of the Indenture and upon due execution, authentication and delivery
of the Securities and upon payment therefor, will be the legally valid and
binding obligation of the respective Guarantor, enforceable against such
Guarantor in accordance with its terms.
The opinions rendered in paragraphs 1 and 3 relating to the
enforceability of the Securities and the Guarantees are subject to the following
exceptions, limitations and qualifications: (i) the effect of bankruptcy,
insolvency, reorganization, moratorium or other similar laws now or hereafter in
effect relating to or affecting the rights or remedies of creditors, (ii) the
effect of general principles of equity, including whether acceleration of the
Securities may affect the collectibility of that portion of the stated principal
amount thereof which might be determined to constitute unearned interest
thereon, whether enforcement is considered in a proceeding in equity or at law,
and the discretion of the court before which any proceeding therefor may be
brought; (iii) the unenforceability under certain circumstances under law or
court decisions of provisions providing for the indemnification of or
contribution to a party with respect to a liability where such indemnification
or contribution is contrary to public policy; and (iv) we express no opinion
concerning the enforceability of the Company's obligation to offer to repurchase
the Securities upon the occurrence of a Change of Control (as such term is
defined in the Indenture) pursuant to Section 1009 of the Indenture.
LATHAM & WATKINS
Fleming Companies, Inc.
January 9, 2002
Page 3
We have not been requested to express, and with your knowledge
and consent, do not render any opinion as to the applicability to the
obligations of the Company under the Indenture and the Securities or the
Guarantors under the Indenture or the Guarantees of Section 548 of the United
States Bankruptcy Code or applicable state law (including, without limitation,
Article 10 of the New York Debtor and Creditor Law) relating to fraudulent
transfers and obligations.
To the extent that the obligations of the Company and the
Guarantors under the Operative Documents to which each is a party may be
dependent upon such matters, we have assumed for purposes of this opinion that:
(i) the Trustee (a) is duly organized, validly existing and in good standing
under the laws of its jurisdiction of organization, (b) has the requisite
organizational and legal power and authority to perform its obligations under
each Operative Document to which it is a party, and (c) has duly authorized,
executed and delivered each such Operative Document; (ii) the Indenture
constitutes the legally valid and binding obligation of the Trustee, enforceable
against the Trustee in accordance with its terms; and (iii) the Trustee is in
compliance, generally and with respect to acting as a trustee under the
Indenture, with all applicable laws and regulations.
We consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to our firm contained under the
heading "Legal Matters" in the prospectus contained therein.
Very truly yours,
/s/ LATHAM & WATKINS
Schedule A
GUARANTORS
<Table>
<Caption>
Guarantors State of Jurisdiction of Formation
---------- ----------------------------------
ABCO Food Group, Inc. Nevada
ABCO Markets, Inc. Arizona
ABCO Realty Corp. Arizona
AG, L.L.C. Oklahoma
American Logistics Group, Inc. Delaware
Arizona Price Impact, L.L.C. Oklahoma
Baker's Food Group, Inc. Nevada
Cardinal Wholesale, Inc. Minnesota
Dunigan Fuels, Inc. Texas
FAVAR CONCEPTS, LTD. Delaware
Fleming Food Management Co., L.L.C. Oklahoma
Fleming Foods of Texas, L.P. Oklahoma
Fleming International Ltd. Oklahoma
Fleming Supermarkets of Florida, Inc. Florida
Fleming Transportation Service, Inc. Oklahoma
Fleming Wholesale, Inc. Nevada
Food 4 Less Beverage Company, Inc. Texas
FuelServ, Inc. Delaware
Gateway Insurance Agency, Inc. Wisconsin
LAS, Inc. Oklahoma
Minter-Weisman Co. Minnesota
Piggly Wiggly Company Oklahoma
Progressive Realty, Inc. Oklahoma
Rainbow Food Group, Inc. Nevada
Retail Investments, Inc. Nevada
Retail Supermarkets, Inc. Texas
RFS Marketing Services, Inc. Oklahoma
Richmar Foods, Inc. California
Scrivner Transportation, Inc. Oklahoma
</Table>